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How To Prepare a Management’s Discussion & Analysis (MD&A)

Maybe your company is newly public this year, or you’ve recently been promoted to leadership at a public company for the first time — either way, this guide will give you helpful tips on how to prepare the MD&A section for your 10-K or 10-Q filings.

Centri is a leading capital markets firm with offices across the United States, and in our breadth of work, we’ve helped many companies navigate the journey of going public — both in the work it takes to prepare and the requirements afterwards.

Below I’ll give you:

• Best practices our experts recommend for crafting a strong MD&A.
• Examples of different industry MD&A sections with my analysis of them.
• Advice on supporting your management team.

Fast Facts About the MD&A Section

• The SEC mandates 14 items in a 10-K report, and the MD&A is item 7.
• It’s also required on Part I Item 2 of the 10-Q. 
• It’s for management to analyze the financial performance of that reporting period.
• The analysis helps account for any unusual events or circumstances.
• It’s also a place to explain the reasoning for how accounting measures were applied.
• Auditors can’t and don’t authenticate the MD&A since it’s the opinions of management.
• It’s helpful for investor communications to give them confidence in the company’s goals.
• However, the FASB guidelines dictate that it needs to be a balanced presentation, including both positive and negative information. 

Updates to the MD&A Section of Reports

Several years ago, the SEC shared amendments to the MD&A section in an attempt to modernize it and also enhance its value. But since then, there have been other updates that impact how you should approach creating your MD&A.

To find the most up-to-date requirements, I recommend visiting the electronic code of federal regulations and searching “management’s discussion and analysis” (using quotation marks). This will pull in some of the latest info as it’s updated daily. You can also reference the SEC’s reporting manual.

Tips for MD&A Preparation & Writing

Crafting a strong MD&A looks different for every management team. But here are some tips you can use to make sure yours is executed well.

• Use words and not just numbers in order to give context.
• Be a storyteller and find one compelling narrative you carry through from start to finish.
• Do it from scratch every year to present a thorough and personalized analysis.
• Gauge what your public competitors are doing in the industry and review their 10-Ks.
• Be cautious of detailing too much information for competitors to see.

Using AI In Your MD&A Preparation

AI can be a helpful tool. As always, make sure that you’re not feeding any proprietary information into a public-facing tool with less data protection. That way, you avoid any leaks of sensitive information. 

Identifying Trends: AI can quickly process volumes of data to pinpoint the performance trends and any variances or unusual events that may warrant an explanation. This can help speed up figuring out what your analysis needs to cover.

Finding The Story: Great with data, but find the writing portion more intimidating? Consider using AI to help you tackle the sections that need to be story-driven. Prompt and ask for multiple ideas, then select and adjust a final output to fit your voice and style. Reviewing the suggested content and not simply pasting it in is key to ensuring AI doesn’t miss key parts or hallucinate information. (AI hallucinates in some fields more than others as well.)

Competitor Research: An AI system could pull in and analyze the 10-K filings of your competitors to give you an overview of what others in your industry are doing. This can cut down a lot of time manually finding and then reviewing them. 

Editing: Once your analysis is complete, you can use AI to help review the clarity of your writing, along with its grammar and structure. Additionally, you could check that it has a balanced presentation that aligns with FASB guidelines. 

What Should Your MD&A Section Include?

Some of the points to make sure you incorporate are:

• A manager’s overview and outlook
• Info summarizing liquidity, solvency, and capital resources
• Results of operations
• Mention of unusual events, transactions, or economic factors
• Highlights of successes
• Explanation of variances in net revenue or expenses
• Context on your accounting, since some rules require professional judgment

Real Examples of 10-K MD&A Sections

While you can find many examples, I chose some from popular businesses you’ve seen in business reporting to help showcase the diversity of what an MD&A section can look like. I’ve also chosen to look at 10-K examples since they have more data to summarize.

Apple (2025)

In Apple’s section, their approach is a detailed focus on gross margin drivers and geographical performance. They break down their net sales into individual product categories and follow it with an analysis of how currency fluctuation and component costs impacted their profits. In telling their story, they also emphasize service-sector growth as a piece of their total margin and don’t present just hardware cycles as the only player in their revenue stability.

Microsoft (2025)

In this analysis from Microsoft, you can see their leadership takes a future-looking position, which makes sense from what I’ve seen of their activity in the AI market. Their 2025 discussion focuses on the integration of generative AI across tech stacks. It also has thematic sections where their leaders explain how Azure and Copilot are driving both infrastructure investments and longer-term capital commitments. Because of their industry, they also spend a lot of time discussing capital expenditures as a means to justify their large spend on data centers with the goal of future, AI-driven revenue growth.

Coca-Cola (2025)

I chose this last example because Coca-Cola’s team takes a globalist and defensive approach. Based on their industry and the current economics, they needed to focus heavily on addressing inflationary pressures and foreign exchange matters. What is unique about their filing is its price/mix analysis and the story they tell about raising pricing to offset input costs, but not lose volume. This leadership team has a more traditional approach, focusing on the resilience of their supply chain and organic revenue growth.

Need More Support with Your MD&A Section?

Centri is the go-to Capital Markets firm in the U.S., with plenty of experience helping companies across all industries. We provide capital markets and financial advisory services that help you move toward achieving your growth goals. 

Our experts can ensure you have clean and correct data for your 10-K or 10-Q filings with our SEC reporting and compliance support. Or we can aid your team with a full range of advisory and accounting help to help your business grow, so you have a great story to tell in your next MD&A.

Derek Kearns

Partner | SEC, Financial Reporting & SPAC Practice Leader | CPA

Derek is a Partner at Centri Business Consulting and the leader of the firm’s SEC, Financial Reporting, & SPAC Practice. He has more than 23 years of accounting experience in both public and private industries. View Derek Kearns's Full Bio